EQUITY

The following table provides a summary of the changes in total equity, equity attributable to controlling interest, and equity attributable to noncontrolling interests for the three months ended December 30, 2017 and December 31, 2016 (in millions):



	Common Shares and Capital in Excess of Stated Value			Retained Earnings			Treasury Shares			Accumulated Other Comprehensive Loss			Total Equity - Controlling Interest			Non-controlling Interest			Total Equity
Balance at September 30, 2016	$	401.7		$	881.8		$	(451.4	)	$	(116.9	)	$	715.2		$	19.1		$	734.3
Net income (loss)	—			(65.3		)	—			—			(65.3		)	0.4			(64.9		)
Other comprehensive income (loss)	—			—			—			(0.2		)	(0.2		)	—			(0.2		)
Share-based compensation	3.2			—			—			—			3.2			—			3.2
Dividends declared ($0.50 per share)	—			(30.1		)	—			—			(30.1		)	—			(30.1		)
Treasury share purchases	—			—			(43.4		)	—			(43.4		)	—			(43.4		)
Treasury share issuances	(1.5		)	—			2.9			—			1.4			—			1.4
Adjustment to noncontrolling interest due to ownership change	(1.0		)	—			—			—			(1.0		)	1.0			—
Distribution declared by AeroGrow	—			—			—			—			—			(8.1		)	(8.1		)
Balance at December 31, 2016	$	402.4		$	786.4		$	(491.9	)	$	(117.1	)	$	579.8		$	12.4		$	592.2

Balance at September 30, 2017	$	407.6		$	978.2		$	(667.8	)	$	(69.2	)	$	648.8		$	12.9		$	661.7
Net income (loss)	—			(21.2		)	—			—			(21.2		)	—			(21.2		)
Other comprehensive income (loss)	—			—			—			1.0			1.0			—			1.0
Share-based compensation	6.0			—			—			—			6.0			—			6.0
Dividends declared ($0.53 per share)	—			(31.1		)	—			—			(31.1		)	—			(31.1		)
Treasury share purchases	—			—			(96.6		)	—			(96.6		)	—			(96.6		)
Treasury share issuances	—			—			1.6			—			1.6			—			1.6
Acquisition of remaining noncontrolling interest in Gavita	(5.7		)	—			—			—			(5.7		)	(7.9		)	(13.6		)
Balance at December 30, 2017	$	407.9		$	925.9		$	(762.8	)	$	(68.2	)	$	502.8		$	5.0		$	507.8

Share Repurchases

In August 2014, the Scotts Miracle-Gro Board of Directors authorized the repurchase of up to $500 million of Common Shares over a five-year period (effective November 1, 2014 through September 30, 2019). On August 3, 2016, Scotts Miracle-Gro announced that its Board of Directors authorized a $500.0 million increase to the share repurchase authorization ending on September 30, 2019. The amended authorization allows for repurchases of Common Shares of up to $1.0 billion through September 30, 2019. The authorization provides the Company with flexibility to purchase Common Shares from time to time in open market purchases or through privately negotiated transactions. All or part of the repurchases may be made under Rule 10b5-1 plans, which the Company may enter into from time to time and which enable the repurchases to occur on a more regular basis, or pursuant to accelerated share repurchases. The share repurchase authorization, which expires September 30, 2019, may be suspended or discontinued at any time, and there can be no guarantee as to the timing or amount of any repurchases. During the three months ended December 30, 2017, Scotts Miracle-Gro repurchased 1.0 million Common Shares for $96.6 million. From the inception of this share repurchase program in the fourth quarter of fiscal 2014 through December 30, 2017, Scotts Miracle-Gro repurchased approximately 5.7 million Common Shares for $488.1 million.

Exercise of Outstanding AeroGrow Warrants

On November 29, 2016, the Company’s wholly-owned subsidiary SMG Growing Media, Inc. fully exercised its outstanding warrants to acquire additional shares of common stock of AeroGrow for an aggregate warrant exercise price of $47.8 million in exchange for the issuance of 21.6 million shares of common stock of AeroGrow, which increased the Company’s percentage ownership of AeroGrow’s outstanding shares of common stock (on a fully diluted basis) from 45% to 80%. The financial results of AeroGrow have been consolidated into the Company’s consolidated financial statements since the fourth quarter of fiscal 2014, when the Company obtained control of AeroGrow’s operations through increased involvement, influence and a working capital loan provided to AeroGrow. Following the exercise of the warrants, the Board of Directors of AeroGrow declared a $40.5 million distribution ($1.21 per share) payable on January 3, 2017 to shareholders of record on December 20, 2016. On January 3, 2017, AeroGrow paid a distribution of $8.1 million to its noncontrolling interest holders.

Share-Based Awards

Scotts Miracle-Gro grants share-based awards annually to officers and certain other employees of the Company and non-employee directors of Scotts Miracle-Gro. The share-based awards have consisted of stock options, restricted stock units, deferred stock units and performance-based awards. All of these share-based awards have been made under plans approved by the shareholders. If available, Scotts Miracle-Gro will typically use treasury shares, or if not available, newly-issued Common Shares, in satisfaction of its share-based awards.

On October 30, 2017, the Company issued 0.2 million upfront performance-based award units, covering a four-year performance period, with an estimated fair value of $20.2 million on the date of grant to certain Hawthorne segment employees as part of its Project Focus initiative. These awards provide for a vesting period of approximately four years based on achievement of specific performance goals aligned with the strategic objectives of the Company’s Project Focus initiatives. Based on the extent to which the targets are achieved, vested shares may range from 50 to 250 percent of the target award amount. The performance goal is based on cumulative Hawthorne non-GAAP adjusted earnings. Performance-based award units accrue cash dividend equivalents that are payable upon vesting of the awards.

Subsequent to December 30, 2017, the Company awarded restricted stock units, performance-based award units and deferred stock units representing 0.2 million Common Shares to employees and members of the Board of Directors with an estimated fair value of $13.9 million on the date of the grant.

The following is a summary of the share-based awards granted during each of the periods indicated:



	THREE MONTHS ENDED
	DECEMBER 30, 2017		DECEMBER 31, 2016
Employees
Restricted stock units	4,914		1,230
Performance units	204,702		1,505
Board of Directors
Deferred stock units	449		1,261
Total share-based awards	210,065		3,996

Aggregate fair value at grant dates (in millions)	$	20.6	$	0.3

Total share-based compensation was as follows for each of the periods indicated:



	THREE MONTHS ENDED
	DECEMBER 30, 2017		DECEMBER 31, 2016
	(In millions)
Share-based compensation	$	6.0	$	2.3
Tax benefit recognized	2.3		0.9

Performance-based awards

Performance-based award activity was as follows (based on target award amounts):



	No. of Units	Wtd. Avg. Grant Date Fair Value per Unit
Awards outstanding at September 30, 2017	596,933	88.01
Granted	204,702	98.81
Awards outstanding at December 30, 2017	801,635	90.77